Universe: Alternate Angel, Season 3.

Pairing: Fred/Wes

Rating: T

Episodic Timeline:

Angel: Between the end of Season 3 and the start of Season 4.

A/N: The final chapter. Thank you for your patience and all the lovely reviews. They feed my muse and keep me going. Without you, my lovely loyal readers, this fic certainly wouldn'tve gotten finished. A thousand thanks.

Previously on Taking:

Wesley's fingers caught her chin, pulling her into another kiss. "Don't be sad." He paused, running his fingers over her rosy lips. "You're a survivor."

Fred's tears splashed onto his face as she felt his last breath release. She sobbed as Wesley's body stilled in her arms.

"Oh my love, oh my love." Her body was wracked with sobs.

Without warning, Wesley flung Fred off of him, falling to the floor and thudding loudly.

Disoriented, Fred rubbed her head, getting up slowly. "Wesley?" She question hopefully. "Wesley?"

Her love stood up. His body strangely rigid. His hair colored bright blue, as well as his eyes and skin around his face. He didn't even so much glance her way, staring instead at his own hands, turning them over slowly.

"This will do."

"Wesley?" Fred questioned, taking a tentative step toward him.

Slowly, the alien-looking form of Wesley turned, ice blue eyes meeting Fred's quizzical stare. "Oh, that was the name of the shell I'm in..."

It trailed off, tilting its head quizzically.

"Shell..." Fred nearly whispered, confused.

Cordelia, having heard the commotion, was the first one upstairs; she paused in the doorway, gasping as she took in the sight.

"Fred..." She called. "Fred, why don't you come over here." Cordelia suggested, holding out her arm and motioning Fred to move.

Fred shook her head. "I don't understand. What's going on?"

Cordelia glanced at Wesley, well, what was left of him. "I'll explain in a minute." She knew that the demon inhabiting Wesley's body was dangerous.

The demon took a step forward. "What is this?" He glanced between Fred and Cordelia. "This is human grief I'm experiencing. It's like offal in my mouth."

"Illyria." Cordelia said evenly.

The demon inhabiting Wesley's body turned towards her swiftly. "You dare speak my name? Because I take this human shape you presume you can speak to me, like we are equals."

Fred was frozen in place, listening to the exchange between Wesley and Cordelia.

"Filthy human, you were once the muck beneath my feet." Illyria said evenly, a look of disgust on his face.

Without warning the demon tore from the room and made its way downstairs, knocking Cordelia over and moving too fast for either human to see.

Fred rushed over to Cordelia to help her up. Fred had so many questions she needed answered, but quickly followed Cordelia to the top of the staircase. They both paused.

"Illyria!" Angel bellowed, tossing Gunn an ax. Both men stood to block the exits. The demon stood in the center of the lobby.

"Half-breed, and more... humans." Illyria said in disgust. "You believe you can stop me?"

Angel nodded. "You killed someone important to us. We don't let that slide with just a warning." He emphasized his statement by readying his sword. Gunn held his ax and guarded the back door.

The demon scoffed. "You will not stop me."

"Try us." Gunn challenged.

That was the wrong choice. Lunging towards the exit, Illyria avoided Angel's sword as if it was the wave of a harmless feather. Before the demon could reach the exit Gunn attacked, swinging his ax. Illyria caught the ax with one hand and pushed Gunn backwards; he flew against the wall and landed with a thud.

In a surprise attack, Connor lunged at Illyria from the office, firing a cross bow rapidly. The arrows broke with a flick of the demon's wrist. But Connor was quick and he landed a kick square in Illyria's chest, knocking the demon off guard. Angel and Gunn were back in the game both rushing back into the fight.

Illyria seemed intrigued with Connor's abilities. "Hm, a worthy opponent."

As Connor rushed the demon, Illyria waved a hand and time slowed down. As Fred and Cordelia watched on it seemed that everyone was moving in slow motion. In the blink of an eye Illyria was gone and all three men clattered to the floor with their weapons. Fred and Cordelia rushed downstairs.

"Are you guys alright?" Cordelia asked as Gunn and Angel got up slowly.

"Yeah, ego is just a bit bruised." Angel sighed, rubbing the back of his neck.

Gunn nodded, though said nothing.

"We've got to follow the demon and kill it." Connor said roughly. "I almost had it."

Fred's eyes widened in horror. "What's going on...? Why is Wesley...?"

"Sweetie," Cordelia placed a hand on Fred's shoulder. "That thing is not Wesley."

"But, how do you know? What if a part of him is in there, what if his soul... what if he could be revived?" Fred questioned frantically.

Angel shook his head. "Anything that made Wesley who he was... is gone. Illyria shelled out his body."

"The demon?" Fred asked.

Everyone nodded.

"So... so there's no chance that..." Tears began welling in Fred's eyes. Cordelia helped her over to the grey couch and sat with her arm around her friend.

"New plan. Connor... Er Stephen, You and I are going to head over to Wolfram and Hart. Ten to one that's where this thing is going." Angel instructed. "Take any weapons you like."

"Why should I help you?" Connor shot back.

Angel sighed, picking up his broadsword. "You'll get a day of freedom. Good enough?"

Without verbal agreement Connor began rifling through the weapon cabinet. "Gunn, you stay here and make sure Cordelia and Fred stay safe. If anyone sees Lorne again anytime soon, you'll update him?"

Cordelia nodded.

With a plan in motion, Angel set out to do what needed to be done.

Thirty minutes had passed at most. Cordelia stroked Fred's hair; her head had been lying in Cordy's lap since Angel left. Fred insisted she wanted to be alone. But Cordelia knew that wouldn't be good for her. Besides, with the demon on the loose who knew when it would return, or if Fred would take the initiative to go after it herself.

Cordelia sighed; everything was so trying these days. If they got through this she would have to set up some sort of celebration. Maybe they all could go out for drinks or dinner or something. Anything to make things seem a bit less... dark. Then, there was the issue of Connor not trusting Angel. Cordelia refrained herself from sighing again. She glanced at Gunn who was dozing off at the desk.

The back doors opened and Cordelia froze, relaxing only after she realized who it was.

"Why the long faces sugar cakes?" Lorne asked, striding in through the back doors.

"Fred, honey, I'm gunna go talk to Lorne. Is it okay if Gunn looks after you for a bit?" Cordelia asked, brushing a strand of hair behind the bereaved woman's ear.

"Mhm." Fred nodded.

Cordelia led Lorne into the office and shut the door behind them.

Gunn rubbed the sleep out of his eyes and walked over to the circular couch.

He sat down near Fred and set his ax on the floor by his feet. Fred, feeling awkward to let him see her in such a state, sat up and wiped the tears from her eyes.

"Sorry I'm such a wreck." She apologized, running her fingers through her hair to try and tame it.

"It's fine." Gunn muttered. "I mean the circumstances are... Well, there's no need to apologize." He trailed off, eyes focused on his shoes.

Fred was trying to keep her mind wandering. Not letting it pause on a single thought. It helped to leave the gravity of the situation away from her mind, and maybe only touch think on it briefly.

"I was thinkin of askin what you're thinking. But..."

Gunn shifted over so that his arm was touching hers. "All I really want to say is that I'm here for you, if you need me."

"Charles..." she breathed softly, setting her head on his shoulder. "Nothing will feel better for a long time..." Fred ran through the past few days in her head and thought about the case again, landing on a particular fact that had once seemed so important and had been long forgotten with the drama of the past few days.

Fred shot up. "It should've been me... not him. It should've been little geeky science girl Fred. Not Wesley. Wesley's the one who had the knowledge, he should've lived." Charles pulled the hysterical Fred in his arms. "You can't change what happened. It was an accident. It could've happened to any of us."

Fred shook her head crying into Gunn shirt. "They shoulda taken me. It shoulda been me.

"Shh," Gunn said soothingly, rubbing her back gently. "It's all gunna be okay Fred. It is."

Just then, a big gust of wind blew open the back doors. Illyria, garbed up in blue and red armor appeared. Quicker than Gunn could grab his ax the demon had a firm hold on his neck.

Illyria said forcefully. "You, my Qwa'ha Xahn. We're meant to bring me to the place where my army awaits.

"Yo, hold up. What army? This sure wasn't in the contract." Gunn shot back.

Fred removed herself from the area of the struggle.

"YOU are my Qwa'ha Xahn, yes? You are the one who chose the vessel and location for my rebirth." Illyria asked.

"Well..." Gunn shrugged and glanced around. "Well I had some help."

"Yes. But that muck made me aware of what you have. It's something that I need." Illyria held out a bluish hand for Gunn to take.

Cordelia came bursting from the office. "Don't help that thing Gunn!"

He sighed. "What other choice do I have? The rest of you don't need this creep around here because of me." He picked up his ax and left with Illyria at top speed.

"Charles... Charles did this to Wes?" Fred couldn't decide between violent sobs, or fury and outrage.

"Angel and Connor will be back soon..." Cordelia supplied lamely.

Fred interrupted her. "Yeah, and maybe by then Illyria and Gunn will have wiped out half of the Los Angeles population."

Fred's world was crumbling down.

Her whole was already down, and she couldn't let it back up.

A/N: So, I wrote the last third of this chapter in a drug-induced coma. From my sleeping pill. I went over it with spell check and my mother but still have no idea what the last line means. However, we thought it was amusing and quite fitting. It will be the title of the sequel. To open on Friday: The Whole Is Down

(I might revise that once the amusement wears off...)

If you can tell me what you think the last line means you get an Xmas cookie.

Next up: My AU version of Double or Nothing for someone awesome : )

Thanks for bearing with me. Please R & R.